LAW NO. 20,345 ON SYSTEMS FOR CLEARING AND SETTLEMENT OF FINANCIAL INSTRUMENTS Having present that the National Congress has given its approval to the following Bill: TITLE I General provisions Article 1.-For the purposes of This law shall mean: 1. System of clearing and settlement of financial instruments, hereinafter referred to as "system": the set of activities, agreements, participants, rules, procedures and mechanisms that they have for the purpose of compensate and settle compensation orders. 2. Operating rules: the rules governing the incorporation of participants into a system and its operation. 3. Administrative Society: a legal person in charge of the management and operation of a system, whose constitution and operation is governed by this law and its rules. 4. Central counterparty entity: a management company that compensates for clearing orders constituting the creditor and debtor of the rights and obligations arising out of such orders. 5. Financial instrument clearing house: a management company that compensates for clearing orders without constituting a central counterparty. 6. Participants: legal persons authorized by law or by the Superintendence to be members of a system. 7. Order of compensation: instruction communicated to a system, in accordance with its operating rules, for the clearing of obligations arising from transactions on financial instruments. 8. Financial Instruments: securities in accordance with Article 3 of Law No 18.045 on the Stock Market and, in general, any title, right, act, contract, invoice, product or foreign currency, negotiable in markets national or foreign. In any case, the national currency is excluded. 9. Financial compensation, by way of compensation: calculation procedure, of a bilateral or multilateral nature, for which the net creditor balances and net debtors are determined in respect of the compensation orders accepted by that the system within a period determined by the latter, and which results in the extinction, until the concurrence of the balances, of the obligations arising out of the transactions on financial instruments that gave rise to such orders, without necessary to meet the requirements of the compensation of the Civil Code. 10. Settlement: procedure whereby net creditor balances and net debtors resulting from the compensation are extinguished as a result of: (a) payment in money made by transfers of funds deposited in open accounts in the Central bank of Chile or in banking companies, and (b) the transfer of financial instruments, when required by transactions that have given rise to the clearing orders. 11. Bankruptcy procedure: judicial or administrative proceedings initiated under a settlement decision or the filing of proposals for the reorganization agreement and, in general, any executive assets of the a universal and collective character that regulates the administration and/or liquidation of the assets of an insolvent debtor, as well as the payment to creditors, in accordance with the legal ranking. Article 2. This law shall apply to the systems of clearing and settlement of financial instruments, to the management companies and their participants, to the guarantees granted by the latter and to the compensation orders communicated in accordance with the operating rules of those systems. This law shall not apply to the clearing houses authorized by the Central Bank of Chile in accordance with Article 35 (8) of its organic law, the operation of which shall be governed by the provisions of this law. It will be up to the Superintendency of Securities and Insurance, the Superintendence, to ensure compliance with this law and the rules that complement it, and to supervise the management companies, according to the powers that They confer in this law and in Decree Law No. 3,538 of 1980. For the purposes of this law, the Sabbath days will not be considered business. TITLE II Of the Management Companies and Participants Chapter I General rules on the management companies Article 3.-The settlement of the net debtor and debtor balances of financial instruments shall be refined by notes in the corresponding register in the case of securities issued either dematerialised or in accordance with the rules applicable to the financial instruments concerned. Any settlement shall be carried out in accordance with generally accepted risk levels, in accordance with international best practices and recommendations in this field. When the settlement of sums of money is to be effected through any system of payments regulated or authorized by the Central Bank of Chile for this purpose, it shall be subject to the rules dictated by that body. To this end, the Central Bank of Chile shall be empowered to open current accounts to the management companies in accordance with Article 55 of its organic law. In any case, this does not imply the granting of financing or refinancing facilities, nor the guarantee of the Central Bank of Chile, in respect of the obligations to liquidate. Article 4-The administration of systems for clearing and settlement of financial instruments may be exercised only by administrative companies incorporated as central counterparty entities or instrument clearing houses financial according to this law. Without prejudice to the foregoing, the management companies may also administer other systems as defined in this law, provided that they do not constitute a creditor and debtor of the net balances resulting from the clearing orders. accepted by such systems. Infringements of this article shall be punishable by the penalties referred to in Article 60 of Law No 18.045 of the Stock Market. Article 5.-The managing companies shall be constituted as special limited liability companies, in accordance with the provisions of Article 126 of Law No 18,046, on public limited liability companies, and shall be governed by the rules applicable to companies (i) an open public limited liability for the purposes of this law. Applications for authorisation for the existence of the managing companies must accompany the following background: 1. Background to the account of the institution and the minimum paid capital. 2. General operating plan, describing the operational elements of the system or systems to be administered. In order to decide on the authorisation of the existence of a management company, the Superintendence shall have a period of 30 working days from the date of the submission of the documents referred to. This time limit shall be suspended if the Superintendence requests additional information, makes observations or instructs any modification for not adjusting the antecedents accompanied by the applicable legal or administrative provisions, the time limit when such a procedure has been completed. After the expiry of the period of 30 days before the Superintendence has rejected the application submitted, and the defects or the observations made, where appropriate, the application of the administrative silence may be required. positive in the form indicated in Law No. 19,880, which establishes bases of the administrative procedures governing the acts of the organs of the State Administration. Article 6.-Shareholders who, at any time, acquire a holding equal to or greater than 10% of the shares issued with the right to vote of the managing company, shall comply with the following requirements: (a) Not having incurred serious or repeated conduct likely to jeopardise the stability of the institution which it intends to constitute or the security of its operations. (b) not taking part in proceedings, negotiations or legal acts of any kind, contrary to the laws, rules or sound financial or commercial practices that prevail in Chile or abroad. c) Not to be found in any of the following situations: i. This is a debtor subject to an existing winding-up proceedings; ii. That in the last fifteen years, counted from the date of application of the authorization, has been director, manager, principal executive or majority shareholder, directly or through third party, of a banking entity, of a company of insurance of the second group or of a Pension Fund Administrator in respect of which the settlement resolution has been issued, as appropriate, or subject to provisional administration, in respect of which the Fiscus or the Central Bank of Chile have incurred considerable losses. The participation of a person for a period of less than one year shall not be considered for these purposes; To record protest of unclarified documents in the last five years in number or considerable amount; iv. May have been convicted or found under indictment against him for any of the following offences: (1) against the property or against public faith; (2) against administrative probity, against national security, tax, customs, and those referred to in the laws against terrorism and the laundering of assets; (3) those referred to in the following legal bodies: law No. 18,045; law No. 18,046; decree law No. 3,500 of 1980; law No. 18,092; law No. 18,840; decree with force of law No. 707, 1982, of the Ministry of Justice; law No. 4.287; law No. 5,687; law No. 18.175; law No. 18,690; law No. 4.097; law No. 18.112 ; decree with force of law No. 251, of 1931, of the Ministry of Finance; the laws on Prenda, and in this law; v. That he has been sentenced to affliction or disablement to hold office or public offices, and I saw. Any of the following measures, whether directly or through legal persons, have been applied to it, provided that the time limit for the complaint has expired or the appeals against them have been rejected by judgment executed: (1) that its forced liquidation has been declared or that its commercial activities have been submitted to provisional administration, or (2) that its authorization of operation or existence has been cancelled, or its registration in any registry required to operate or to make public offer of securities, for legal infringement. In the case of a legal person, the requirements set out in this Article shall be considered to be their controllers, partners or majority shareholders, directors, administrators, managers and principal executives, at the date of the application. The Superintendence will verify compliance with these requirements, for which you can request that you be provided with the background that you indicate. In the event of rejection, it shall be justified by a reasoned decision. Article 7.-The management companies must present to the Superintendence the operating rules and a tariff study of each of the systems they admit. Any system shall have operating rules which provide for at least the following matters: 1. The standard contract for the accession of a participant to the system and the requirements for participation, which must be of a general nature, objective and without arbitrary discrimination, not being able to differentiate according to whether or not they are shareholders of the administrator. 2. Means and systems of communication that permit the interconnection of the system with its participants, with the system of payments and, in general, with any legal person, national or foreign, in order to make the execution of the clearing orders. 3. Financial instruments which may be the subject of compensation in the system. 4. The time, requirements and conditions under which the compensation orders entered into the system shall be communicated and understood, as well as the exceptional cases and the manner in which the parties may be able to reconcile or modify agreement such orders. 5. The time limits and procedures by which the clearing and subsequent settlement shall take place. 6. Risk management procedures. 7. The procedures necessary to ensure that the final settlement of the net results of each clearing cycle can be carried out in an integrated and timely manner. 8. The guarantees to be provided by the participants, as well as the form and cases in which the allocation and performance of these guarantees will be carried out. The Superintendence will authorize the goods liable to be granted in guarantee and the way to value them. 9. The measures to be taken in the event of non-compliance with the obligations of the participants, including the penalties to be applied in the event of infringement of the operating rules and the procedure for its implementation. 10. The organisation and functioning of the committees referred to in Article 8. 11. The measures to be taken to safeguard the operational continuity of the system. The above is without prejudice to the faculty of the Superintendence to impart the instructions and norms it deems necessary for the fulfillment of the objectives of this law. The managing companies must provide a tariff study, which will be of public knowledge. The fees shall be based on the relevant revenue and costs projected by the managing company and take into account the principles of financial equilibrium of the company and of non-discrimination. The minimum content for the elaboration of the study will be established by the Superintendence by standard of general character. The aforementioned study should be updated at least every two years and each time the entity adjusts its rates, or at the request of the Superintendence. Article 8.-The operating rules shall include at least the organisation and operation of the following committees: 1. An audit committee, which is responsible for monitoring compliance with the operating rules. 2. A disciplinary committee, which is responsible for proposing sanctions against participants for violations of operating rules. 3. A risk committee, which is responsible for evaluating and proposing improvements to the management and risk control policies of the system. This committee will be composed mainly of representatives appointed by the participants, whether or not they are shareholders. Its composition and procedure of choice shall be determined in the rules of operation. The committees shall be composed of a minimum of 3 members and submit their reports to the board of the managing company. The rules of operation shall include the requirements for independence, suitability and professional experience to be met by the members of each committee, in addition to specifying their number and whether or not they shall be directors of the managing company. Article 9.-The risk management policy of each system shall be established by the directory of the managing company, considering the proposal of the risk committee referred to in the previous article. Such a policy shall be made public in the form which the Superintendence points out by means of a general rule. The directory must send the written answer to the written answer to the proposal. Article 10.-The Superintendence, following a favorable agreement of the Council of the Central Bank of Chile, will approve the operating rules and their modifications. For the purposes of the foregoing, upon receipt of the request for approval of the operating rules or their modifications, where appropriate, the Superintendence shall transmit a copy of such a record to the Central Bank of Chile, which shall decide in respect of of the subjects of their competence. Likewise, prior to the approval of the operating rules or their modifications, the Superintendence will consult the Superintendency of Banks and Financial Institutions. The Central Bank of Chile and the Superintendency of Banks and Financial Institutions will have a period of 60 working days to express their observations to the Superintendence. For the approval referred to in the first subparagraph, a period of 90 working days shall be available, which shall be suspended if the Superintendence requests additional information, makes observations or instructs any amendment not to comply with the applicable legal or administrative provisions, resuming the course of the period when such a procedure has been completed. After the expiry of the period of 90 days before the Superintendence has rejected the application submitted, and the defects or the observations made, where appropriate, the application of the administrative silence may be required. positive in the form indicated in Law No. 19,880, which establishes bases of the administrative procedures governing the acts of the organs of the State Administration. With the approval of the operating rules, the Superintendence will check if the management company is ready to start its activities, and especially if it has the facilities, the professional resources and technology, and the necessary procedures and controls to properly perform its functions. The Superintendence shall decide on the fulfilment of these obligations within 30 working days following the adoption of the rules of operation, by way of resolution. From that date, the managing company will be empowered to initiate its activities. Article 11.-The management companies shall be subject to the following rules: 1. They shall be institutions of compulsory operation and may not initiate, suspend, in whole or in part, or terminate their operations without prior authorization. 2. They must keep their accounts separately from that of the guarantee funds and reserve funds they administer, in the form determined by the Superintendence by means of a general rule. 3. They must keep records of all the operations performed by the systems they administer and the other information to be determined by the Superintendence; 4. Its directory will be composed of a minimum number of seven members. 5. They must constitute reserve funds for each system they administer, in order to respond to the participants of the fulfilment of their obligations. The goods which are part of these reserve funds shall constitute assets of affectation to the guarantee of such obligations and shall not be liable for any claim, embargo, preliminary ruling or precauthorship or other limitations to the domain for cause They shall not be subject to any other charges or prohibitions than those laid down by the rules of operation, which shall also determine the cases and manner in which such goods shall be executed in order to fulfil their obligations. The Superintendence, by means of a general rule, shall determine the form of incorporation and the amounts of the reserve funds in relation to the risks incurred by the managing companies, which may not exceed the equivalent of the largest the daily net debtor balance of the system participants, in accordance with the general acceptance practices and risk management principles. 6. They shall ensure compliance with the operating rules. 7. General conditions must be laid down s and objective, under which the interconnection of the systems they administer, with other systems or entities, national or foreign, will be produced, and inform them to the Superintendence. 8. They shall provide the Superintendence with all the information it requests in the exercise of its oversight and oversight functions. 9. They will respond to the slight guilt for the damages that will cause the participants to default on any of their obligations. Chapter II of the Central Counterparty Entities § 2. 1. Of its object and constitution Article 12.-Central counterparty entities shall have the exclusive object of administering systems, and shall develop other complementary activities that authorize this law or the Superintendence by standard of character general. Once the acceptance of the clearing orders has been produced in accordance with the rules of operation of a system, the CCP shall be irrevocably established in the creditor and debtor of the rights and obligations arising from the such orders, both vis-à-vis third parties and in respect of the parties to the transactions which have originated them, who shall cease to be legally bound to each other. The foregoing shall not govern the effects of the application of the taxes on the respective transactions and the tax obligations of the parties. The Internal Revenue Service may request information from the aforementioned transactions. Article 13.-For the purpose of the development of its object, the central counterparties shall carry out the following activities: 1. Manage systems according to the operating rules. 2. Require, receive, administer and guarantee the fulfilment of the obligations of the participants, in accordance with this law and the rules of operation of the system. 3. To settle the net balances resulting from the compensation in the form established in the operating rules and in the contract of accession to the system. 4. To carry out transactions in the sale of financial instruments, loan of securities and financing, which are necessary for the performance of their functions. 5. Issue the certifications established in this law and in the operating rules. 6. Establish agreements with other national or foreign entities, as well as other systems administrators, or acquire ownership of them. The Superintendence may, by means of a general rule, establish criteria to be met by those agreements or their counterparts. The proxies of the managing companies that give false certifications will suffer the penalties laid down in article 59 of the Law No. 18,045 on the Stock Market. Article 14.-Central counterparties shall be subject to the following special rules: 1. On their behalf they shall include the term "Central Counterparty". The use of the term "Central Counterparty" is reserved for companies incorporated in accordance with the rules of this Chapter. 2. They shall be constituted with a minimum paid capital equivalent to 150,000 units of promotion and maintain a property not less than the amount mentioned. In addition, its debt will not exceed twice its assets at any time. The Superintendence, as a general rule, may establish the way in which debt and equity are calculated for these purposes. 3. They shall constitute one or more guarantee funds of those referred to in Title IV of this Law. Article 15.-The rules of operation shall establish the cases in which the CCP may unilaterally determine to exclude from its operations one or more specific participants or financial instruments. However, it may decide to continue to operate as a clearing house in such cases. The rules of operation may lay down the qualified cases in which, as from the moment referred to in the preceding subparagraph, it is further understood that all the reciprocal obligations of the outstanding period between the central counterparty and the participant concerned by that decision. Decisions taken in accordance with the provisions of the preceding subparagraphs shall be communicated in an essential manner. § 2. 2. of its regularisation Article 16.-If during its existence the assets of the central counterparty are reduced to figures below the minimum specified in Article 14 (2) or their indebtedness is higher than the limit laid down in that Article 14 number, the manager of the entity, or who does its times, must inform the Superintendence as soon as it has knowledge of this fact. Within 2 working days of such communication, a report shall be accompanied by a report of the reasons which gave rise to the situation described and the measures to be taken to remedy the situation, within a period of not more than 20 working days from the date of the notification. presentation of the report, the wealth deficit or the excess of debt. On the expiry of this last period without any adjustment of the deficit or excess of indebtedness, the board of the company must convene in a single summons to an extraordinary meeting of shareholders to approve the increase of capital required to comply with the legal requirement. The meeting, to be held within 50 working days of the call, shall be constituted by the actions which are present or represented, whatever their number, and the agreements shall be adopted by the absolute majority of the shares present or represented with the right to vote. The capital increase shall be made available in cash and within a period not exceeding 20 working days from the date of the agreement. Article 17.-From the moment when it takes cognizance of the wealth deficit or the excess of indebtedness incurred by a central counterparty, the Superintendence may, by means of a well-founded decision, order that the latter not act in quality of the central counterparty but as a clearing house for financial instruments. The resolution which the Superintendence will give to the effect will be communicated by the managing company in an essential fact. As long as such a resolution remains in force, for the development of its rotation the central counterparty shall use the expression "Central Counterparty in Regularization". Article 18.-Due to the time-limits laid down in the preceding Articles without the capital deficit or excess of indebtedness being remedied, the Superintendence may, by means of a well-founded decision, authorise the central counterparty to continue to operate only as a clearing house for financial instruments for a period not exceeding one year. As long as such a resolution remains in force, the central counterparty shall use the expression 'Central Counterparty in Intervention' for the development of its rotation. During that period, the administration of the central counterparty shall be performed by the Superintendent or by the person who is appointed to the effect, who shall have the powers and duties of the ordinary turn that the law and the statutes indicate to the directory and the manager. Article 19.-If the Superintendence does not grant the authorization set out in the previous article, or after the expiration of the period granted, it shall decree the revocation of the authorization of the existence of the central counterparty and shall proceed to its settlement in accordance with the provisions of Title V of this Law. Chapter III of the Chambers of Compensation for Financial Instruments Article 20.-Financial instrument clearing houses shall have the sole purpose of managing financial instrument clearing systems without being established on the creditor or debtor of the rights and obligations arising out of the compensation orders of the same, and to develop the other complementary activities that authorize this law or the Superintendence by means of a general rule. The clearing houses shall be subject to the rules laid down in this law for central counterparties, with the following exceptions: 1. On their behalf they shall include the term "Financial Instruments Clearing House". The use of the term "Chamber of Compensation of Financial Instruments" is reserved for companies incorporated in accordance with the rules of this Chapter. 2. They shall be constituted with a minimum paid capital equivalent to 100,000 promotion units, and maintain a heritage not less than the amount mentioned. In addition, its debt will not exceed twice its assets at any time. The Superintendence, as a general rule, may establish the way in which debt and equity are calculated for these purposes. 3. They may constitute guarantee funds for those referred to in Title IV of this Law. 4. They may manage the settlement of the net balances resulting from the compensation, in accordance with the rules of operation. In this case, they may also submit a request to the securities filing companies, or to the Central Bank of Chile, in accordance with the provisions of Article 3 of this Law, as appropriate. In such cases, they may certify compliance or non-compliance with the settlement. Chapter IV of the Participants Article 21.-Securities agents, stock exchange brokers, product bag brokers, banks and other persons who authorize the Superintendence through the use of securities may be participants in these systems. rules of a general nature. A general rule adopted jointly by the Superintendency and the Superintendency of Banks and Financial Institutions shall establish the economic, financial, technological or recur requirements (a) the human resources to be met by the participants in relation to the volumes involved and the risks involved in the system. Article 22.-Participants shall submit the compensation orders to the system in their own name, even if they are an employed person. The participants are personally obliged to pay the price or to make the delivery of the financial instruments that corresponds and in any case the exception of the lack of provision will be accepted. Article 23.-The obligations of a banking undertaking, as a participant in a system, shall be considered as a term obligation for the purposes of Articles 65, 123 and 132 of the General Law of Banks. TITLE III Of The Principle of Firmness Article 24. The entry of an order for compensation to a system shall imply its subjection to the rules of this law, to those of a general nature that the Superintendence and the functioning of the of the same. From the moment they are accepted by a system, the compensation orders shall be irrevocable, and shall not be left without effect or modified by the parties of the transactions that have originated them, but in the cases qualified and in the manner in which the rules of operation are laid down. Also, once an order for compensation is accepted, both the obligations to which it will be imposed will be firm, that is, legally enforceable and enforceable against third parties, and will always be the subject of clearing and settlement. Any preliminary or precautionary measure, prohibition or embargo, action to be claimed or any other limitation to the domain shall not prevent the clearing and settlement and its effects shall be based on the results of the liquidation, if any. No declaration of invalidity, ineffectiveness, ineffectiveness, contestation or suspension as a result of an insolvency proceedings or for any other cause, shall affect the determination of the compensation and liquidation effected by a system and its effects. shall be settled in the obligation to compensate for the losses, which may be pursued in the results of the liquidation. Article 25.-Judgments, arbitration or administrative acts that have the purpose or effect of imposing any preliminary or precautionary measure, embargo, action vindicatoria or other limitation to the domain or declare the nullity, ineffectiveness, ineffectiveness, contestation or suspension of compensation orders not yet accepted by a system or transactions which have given rise to such orders, as a result of a bankruptcy procedure or by any other cause, only will produce such effects once they have been personally notified to the company system administrator. Likewise, judicial decisions, arbitration or administrative acts which have the purpose or effect of declaring a participant's disasimiento or the prohibition for the purpose of concluding acts and contracts must be notified in the same manner referred to in the preceding paragraph, and shall only be oponable to the system and its participants from the following working day. Without prejudice to the foregoing, once the notification referred to in this paragraph has been made, the system shall be prevented from accepting any compensation order given by the participant affected by such notification as well as any constitution, amendment or withdrawal of guarantees by the same. The management company shall immediately inform the Superintendency and the participants of the system, by the means provided for in the operating rules, of the notifications it receives in accordance with the provisions of this Regulation. Article. The managing company shall be responsible for the damage caused to third parties by the non-compliance with the provisions of this Article, without prejudice to the administrative and penal responsibilities that correspond. TITLE IV Of guarantees and guarantee funds Chapter I of guarantees Article 26.-The management companies shall require guarantees to the participants to ensure that the obligations they assume are fulfilled or that they are derived from the entry of compensation orders to the system. The rules of operation shall determine the type of guarantees to be used, the calculation of the amount to be covered and the opportunity for the participants to be required. In addition, for these purposes it may also be used as collateral to be refined through the transfer of the ownership of assets. In this case, the guarantees will not be considered for any effect as loan guarantees. In the case of financial instruments deposited in a securities holding and custody company, the constitution, amendment or amendment of such securities shall be made in accordance with Article 14 of Law No 18,876. Garments shall be irrevocably understood as having the sole merit of electronic communications which the managing company shall take on behalf of the participants to the securities holding company, who shall not be liable for such the entries to be made in accordance with the provisions of this paragraph. These garments may only be raised by the managing company, in accordance with the previous procedure, or by enforceable judicial decision. Article 27.-Acts or contracts under which guarantees are constituted, accepted, modified or replaced to ensure compliance with the compensation orders accepted by a system, of the net debtor balances resulting from the compensation, as well as other obligations laid down by the rules of operation of the system, shall be irrevocable from the moment when the rules of operation of the system so determine. Thereafter, no declaration of nullity, ineffectiveness, ineffectiveness, contestation or suspension, as a result of an insolvency proceedings or for any other cause, shall affect the possibility of carrying out the guarantees and the effects of such declarations will be resolved in the obligation to compensate for the damage. The goods which have been given in guarantee to ensure the fulfilment of the obligations referred to in the preceding paragraph shall constitute an exclusive affectation to such purposes, and shall not be liable to claim, however, a preliminary ruling or other limitation to the domain for reason of reason, nor may it be subject to other charges or prohibitions than those laid down by the rules of operation of the system. Article 28.-The management company of the system shall keep a record of the guarantees in the form laid down in the operating rules. For the purposes of the foregoing Article, any certificate issued by the managing company shall constitute full proof, both between the parties and against third parties, in respect of the existence of the guarantee, of the goods covered in it, the date of its constitution, and the obligations and amounts it guarantees. Article 29. Once the certificate referred to in the previous article has been issued, the managing company shall carry out the respective guarantees in the manner that they establish the operating rules, without the need for judicial intervention. In other words, and in what is not incompatible with the provisions of the preceding rules, the guarantees referred to in this Chapter shall be subject to Title XXII of Law No 18,045 on the Stock Market. In case of the performance of the guarantees, any remnant will be made available to the receiver or to the appropriate one. Chapter II of the guarantee funds Article 30.-The guarantee funds shall be intended to cover the obligations of the participants, in accordance with the rules of operation, provided that the guarantees granted They are individually insufficient. The guarantee funds shall be assets integrated by the contributions which, in accordance with the operating rules, are carried out by the participants or the managing company, by the product of the profitability generated by the investment of the resources of the the funds and other goods to be determined by those rules. The operating rules shall establish a minimum level which the guarantee funds shall maintain permanently and the manner in which the contributions to the funds required to restore such a level shall be made when the latter is reduced by below the minimum. In the event of a shortfall in the level of guarantee funds, the management companies will report to the Superintendency as soon as they are aware of this fact. Article 31.-These funds shall constitute separate assets of the management companies and their operations shall be carried out by them in the name and on behalf of those persons, who shall be the holders of the assets to which they are provided and of the investments they make. The investment of the resources which the guarantee funds shall integrate shall be made in accordance with the operating rules and the goods authorised in accordance with No 8. Article 7. The assets that are part of the guarantee fund shall be kept in a securities holding company of those governed by Law No 18,876. Article 32.-Guarantee funds shall constitute affectation assets which shall be exclusively intended to ensure compliance with the obligations of the participants laid down in the rules of operation, and shall not be subject to claim, however, a preliminary or precautionary measure or other limitations to the domain for any reason or may be subject to other charges or prohibitions than those established by the rules of operation of the system. Acts or contracts under which the contributions to the f are constituted, accepted, modified or replaced The guarantee shall be irrevocable from the moment when the rules of operation of that system so determine. Thereafter, no declaration of invalidity, ineffectiveness, ineffectiveness, contestation or suspension, as a result of an insolvency proceedings or for any other cause, will affect the possibility of making the guarantee funds and the Such declarations shall be resolved in the obligation to compensate for the damage. TITLE V OF THE LIQUIDATION AND WINDING-UP PROCEEDINGS OF THE MANAGING COMPANIES Article 33.-Dislets a management company for any cause, the liquidation of the managing company, and the guarantee funds which it is managed, will be practiced by the Superintendent or by the person or persons designated by him. For such purposes, the Superintendent, or the person appointed by him, shall have all the powers and duties that law No 18,046, of limited liability companies, confers upon the directors and managers of such companies. The settlement costs shall be taken into account by the managing company in liquidation. However, the Superintendence may authorize the management company to practice or continue the liquidation according to the general rules. Article 34.-If a creditor requests the forced liquidation of a management company, the competent judge must give notice to the Superintendence, so that this report on the solvency of that company within ten working days next. The time limit may be extended by the judge only once and for the same period. If the Superintendence finds that the managing company is not solvent, it will inform the court. If not, it may propose the appropriate measures to continue its operations. If the Superintendence has not been informed by the Court, it shall continue with the procedure in accordance with the general rules. If the court which knew of the application for compulsory liquidation finds that the managing company is in a position to continue its operations, for the 180 days following the decision which will determine it, it shall remain suspended any enforced enforcement of the obligations of the managing company, whether before the same court or any other, as well as all the proceedings of the forced liquidation. After the previous period, the court shall declare the forced liquidation or reject it. Article 35.-Any proposed reorganization agreement shall be subject to the rules of Chapter III of the Law on the Reorganization and Settlement of Assets of Companies and Persons. However, in the respective creditors ' meeting, the Superintendence may be represented. The reorganization agreement shall be deemed to be agreed upon if it has the approval of the Superintendence, the debtor and the majority of the concurrent creditors representing at least sixty per cent of the total liabilities. The agreed reorganisation arrangement will be binding on all creditors. Proposed a reorganization agreement and until its approval or settlement resolution, the Superintendent, or the person appointed, shall act as an administrator with all the powers and duties entrusted to it by the aforementioned Law of Reorganization and Settlement of Assets of Companies and Persons, in all that are not incompatible with the provisions of this Law. However, the Superintendence may authorize the company to continue its administration according to the general rules. The reorganisation agreement may provide that the managing company shall be subject to intervention, which may be exercised by the Superintendent or the person appointed by him. The administrator shall have the powers and duties entrusted to him by the agreement, in whatever manner is not incompatible with the provisions of this law. Article 36.-The settlement resolution, the Superintendent, or the person designated by it, shall act as liquidator, and may, when it deems necessary, summon the board of creditors to report on the state of the business of the the debtor managing company, on its assets and liabilities, on the progress of the Liquidation Insolvency Procedure, and, in general, to propose to the Board any agreement it deems necessary for the most appropriate performance of the functions that You are competent. At any time, the Superintendency may determine that the settlement of the assets of the debtor passes to a liquidator of the liquidators ' payroll, which shall inform the court of the winding-up proceedings to be carried out on its own designation in accordance with the general rules. In carrying out the assets of the winding-up insolvency proceedings, the liquidator shall have the powers provided for in the Law on the Reorganisation and Settlement of Assets of Companies and Persons, whichever is the amount of the assets committed, for the addition of assets that are necessary for the timely payment of the obligations of the company whose delay or default could cause a serious effect on the payment system or on the functioning of the stock market. For the remainder of the assets, the liquidator shall propose to the judge the manner in which the assets of the mass are to be carried out and the manner of the assets. From the proposal will be transferred for 10 days to the debtor and to the creditors. With what they expose, or in their silence, the judge will resolve by approving, rejecting or modifying the proposal. No recourse shall be taken against the decision to be taken. 37.-In all cases not provided for in the preceding articles, and in whatever is not incompatible with the rules laid down in this Law, the Law on the Reorganization and Settlement of Assets of Companies and Persons shall apply. TITLE VI Of the securities loan Article 38.-In order to ensure the proper functioning of the system, the Chambers of Compensation or Central Counterparties and securities depository companies governed by Law No 18,876, may (a) to establish a securities lending register in which the securities available for loan and the securities lending operations held shall be recorded. The managing companies may order the securities filing companies governed by law No. 18,876, the register established in the preceding paragraph. Article 39. For the purposes of this law, the securities loan is a contract under which a person, called a lender, transfers securities to another, called a borrower, who assumes the obligation to repay the first, at the end of the agreed term, values of the same issuer, gender, quantity, class and series and to pay a sum of money, called the prize. Article 40.-The systems shall lay down rules for the conduct of securities lending operations, which shall contain at least the following matters: 1. The securities which may be the subject of such transactions, which shall be free of all taxes, charges, embargo or prohibition. 2. The maximum period for the refund of the securities lent, which may not exceed the business day preceding the date of expiry of the respective securities. 3. The guarantees to ensure the fulfilment of the obligation to return the values provided; as well as the other obligations resulting from these operations, the minimum amount of those and the way in which they will be valued. In any event, the minimum amount to be guaranteed at no time may be less than the sum of the price of the securities given on loan and the prize agreed upon. The goods referred to in No 8 may also be subject to such guarantees. Article 7 of this Law. 4. The form and time limit in which the borrower will reimburse the lender, the amount of interest, dividends or any other economic rights that have become due in that period. 5. The party which shall exercise the political rights which may emanate from the securities to be lent. They may only provide securities or provide guarantees in respect of such transactions who own the respective securities or their representatives. TITLE VII Provisions several Articles 41.-The Superintendence may suspend the operation of a system where the management company does not comply with the provisions of this law, the rules or the rules of operation or when the operation of the system puts the proper functioning of the stock market at risk. However, the Superintendency may determine that the functions of the managing company are limited to those that are not affected by the lack of compliance. The Superintendence may revoke the authorisation of the existence of an administrative company when it incurs serious violations of the obligations imposed on it by this law, its complementary rules and other provisions governing them. In this case, the interposition of the appeal of illegality referred to in Article 46 of Decree Law No 3,538 of 1980 shall suspend the effects of the act claimed. Article 42.-For the purposes of applying the first indent of Article 69 of Title IV of the Code of Commerce, the obligations arising from the acceptance of compensation orders by a system as well as the other obligations shall be related. originated under the relevant operating rules. For such purposes, once notified, in accordance with Article 25 of this Law, the decision initiating an insolvency proceeding with respect to a participant, the managing company of the respective system shall determine the net creditor or debtor balance that the failed has with each of the participants or with the company's own management company with an (a) the notification of the notification, and shall inform the receiver, detailing the obligations which have been compensated. The certifications that the system administrator issues to the effect will give full proof for all legal effects to occur. Article 43.-Derogase Title XIX, of the Chamber of Compensation, of Law No. 18,045, on the Market of Securities. Article 44.-Derogase Title IV, of the Chamber of Compensation, of Law No. 19.220, which regulates the establishment of bags of agricultural products. Article 45.-Attaché, in Article 23 of Decree Law No. 3,500 of 1980, on the pension system, in its twenty-second paragraph, after the separate point (.), which becomes followed (.), the following text: " In addition, each Administrator may acquire directly or indirectly up to seven per cent of the shares subscribed by an anonymous company which has as its turn the settlement and clearing of financial instruments, and which complies with the requirements set out by the Superintendency by means of a rule of a general nature. '; Article 46.-Introduces the following amendments in Law No. 18,876, which establishes the legal framework for the constitution and operation of private entities of deposit and custody of securities: 1) Intercalase, in article 2, the following letter m), new, passing the current letter m) to be n), and replace the expression ", and" of the letter "l" with a semicolon (;): "m) The companies managing systems for clearing and settlement of financial instruments, and". 2) Replace the final paragraph of Article 5, by the following: " The values that are deposited in the company may only be the subject of embargoes, preliminary or precautionary measures or other limitations to the domain for obligations the depositor's personal property, when they are owned, and the respective account will be identified. If the securities are deposited on behalf of third parties in accounts which identify the name of the mandant, they may only be the subject of the decisions referred to above by the obligations of the relevant persons. In the case of securities deposited by the depositor in his own name, but on behalf of third parties not identified in relation to the undertaking, such liens or measures may be made effective only in the register which the depositor bears in accordance with the Article 179 of Law No 18.045, of the Stock Market. "3) Add, in Article 14, following its final point, the following incissos, new:" To constitute, raise or modify garments or real rights in a system of compensation and settlement of financial instruments, the management company of the system will send a application to the undertaking on behalf of the participants in whose name the securities in question are deposited. With the sole merit of such a request, the undertaking shall make an account of the fact that, in accordance with the rules of procedure, it reflects the constitution, amendment or amendment of the actual law on the respective securities, and from that date on. time shall be construed as constituting such rights for all legal purposes. The guarantees thus constituted shall be governed by Title XXII of Law No. 18,045, even if they are garments without displacement. The records which the undertaking makes in accordance with the foregoing paragraph may be made on behalf of the depositor or his mandants in the accounts identified in the name of the depositor, as indicated by the depositor. For the purposes of constituting, modifying or validly raising garments or other real rights on behalf of the latter, the depositor shall have a general or special authorization given by his or her mandants to proceed in such a way. The company, at the request of any interested party, must certify the constitution of the rights referred to in this article, specifying the values on which they are entitled, the date on which they were constituted, the holder of the securities (4) Intercalase in Article 17, between the words "keep in the company" and the final point, the following sentence, preceded by a comma (,): " in accordance with the final article 5, of this law '. Article 47.-In all that is not provided for by the preceding articles, and in whatever is compatible with the rules laid down in this law, the rules contained in Law No 18.045 on the Market of Securities and those relating to the public limited liability companies contained in law No. 18,046. Article 48.-Add in point (c) of the first paragraph of Article 14 of Decree Law No. 3,538 of 1980, which creates the Superintendence of Securities and Insurance, between the expression "custody of securities" and the separate point (.), the following sentence " and by approval of rules for the operation of systems for the clearing and settlement of financial instruments and their amendments. ' Transitional Article.-This law shall enter into force after its publication in the Official Journal. However, institutions which, at the date of entry into force, carry out the clearing and settlement of financial instruments, shall have a period of 15 months from that date to comply with the provisions of this law. Likewise, the provisions of Articles 43 and 44 shall enter into force after 15 months from the date of publication of this Law in the Official Journal. Having complied with the provisions of Article 93 (1) of the Constitution of the Republic of the Republic, and because I have had the right to approve and sanction it; therefore, promulgate and take effect as the Law of the Republic. Santiago, 14 May 2009.-MICHELLE BACHELET, President of the Republic.-Andres Velasco Branes, Minister of Finance.-Claudia Serrano Madrid, Minister of Labour and Social Welfare.-Carlos Maldonado Curti, Minister of Justice.-Marigen Hornkohl Venegas, Minister for Agriculture. What I transcribe to you for your knowledge.-Salute intently to you, Maria Olivia Recart Herrera, Deputy Finance Secretary. Constitutional Court Draft law on systems for clearing and settlement of financial instruments (Bulletin No. 5407-05) The Secretary of the Constitutional Court, who subscribes, certifies that the Honorable Chamber of Deputies sent the Draft law enunciated in the rubric, approved by the National Congress, so that this Court exercises the control of constitutionality with respect to the third, third, and 10th articles of the law. And that by judgment of 23 April 2009 in the cars Rol Nº 1.355-09-CPR. I declare: 1. That the third, third, and 10th, first and third articles of the draft submitted are constitutional. 2. That it is not up to this Court to rule on Article 10º, second, fourth, fifth and sixth, of the draft submitted, for dealing with matters that are not their own constitutional organic law. Santiago, April 24, 2009.-Rafael Larraín Cruz, Secretary.